Make It Last
by serenadreams
Summary: Oliver Queen wants more from life than the path his father is pushing him down. He meets Felicity Smoak the summer before he's supposed to start at Harvard, and he thinks that maybe he's found that 'something more' he's been searching for. But they're from different worlds and as the days grow colder, life does its best to keep them apart.
1. we'll be counting stars

_**Notes: I've had this idea rattling around in my head for a while, but I wanted to try and write a decent amount before I uploaded the first chapter. I have about 11k written already! I don't know if anyone will actually want to read this, but i'm having a lot of fun writing it anyway. **_

_**This first chapter is quite short, and is basically just their meet-cute moment. (This whole story started as a drabble prompt for my au first meetings series.) So Oliver kinda starts out thinking Felicity will just be a fun way to make the summer more interesting, but yeah that doesn't last long. He falls for her pretty quickly, but he's 19 what can you do? Felicity's going to be the slightly more level headed one - trying not to get in too deep and all that... but more on that later! **_

_**Rating will change at some point.**_

* * *

Chapter 1 ___(We'll Be Counting Stars)_

___Last night I came across a girl_

___We met? for the first time_

___I finally felt alive_

* * *

It was Thea who talked him into it.

The idea of spending the whole summer in a beach house with his father was not exactly compelling. But Thea had looked up at him with her eyes swimming with tears and told him all about how this would be the last time she'd get to see him before he went off to college and he'd been putty in her hands.

It was their father's way of making up for the fact that he'd decided to divorce their mother very messily and publically just a couple of months earlier. He'd already bought Oliver a car and Thea a pony, but apparently a family trip away was just what the doctor ordered. The fact that Oliver was nineteen and really would rather spend his summer with his friends in the city, was not taken into account. Nor was the fact that without Moira, it wasn't exactly a family trip, merely another one of Robert's 'side with me' tactics.

But Thea wanted it, and Oliver hadn't been able to say no to her since she was ten months old and her first word was 'Ollie'.

So that was how Oliver found himself driving out of Starling City in the holiday traffic with Thea chatting his ear off about some new TV show she'd just discovered that was, "Literally the best thing ever."

Robert was following the next day in a chauffeured car. Oliver had insisted he and Thea drive up separately; he may be forced to spend the whole summer in a house with his father, but he wasn't about to spend five hours in the back of a car with him. Besides, road tripping properly in his brand new Audi was a lot more fun than being stuck in the back of a stuffy town car.

He frowned when a bubbly pop song came on the radio, some teen singer crooning about her perfect guy and her cowboy boots, and weren't they listening to classic rock a second ago?

One glance at Thea's face and he was rolling his eyes and reaching for the stereo.

"I thought we agreed. Driver picks the music, shotgun shuts her cakehole?"

He found a station that wouldn't cause his ears to start bleeding and laughed at Thea's huffy expression.

"I should never have introduced you to that show." She grumbled. "All you ever do is memorize Dean's lines and sass me with them."

Oliver grinned. "I'm too lazy to come up with my own material."

Thea stuck her tongue out at him and kicked her shoes off, propping her feet up on the dashboard. He smacked her ankles gently.

"Hey! No messing up the car."

She rolled her eyes and sighed dramatically, but moved her feet, folding them under and sitting cross-legged on her seat.

"Jeez, PMS much?" She quipped, grinning at his sour expression.

"What the hell do you know about PMS? You're thirteen." She rolled her eyes again, it was all she seemed to do these days. "Yeah, yeah. Just keep your feet off my windscreen, and your hands off my radio and your crumbs off my seats."

"Yes sir."

* * *

The first couple of days went fairly smoothly. Oliver and Thea lounged by the pool, while Robert split his time between burying himself in work he'd brought along, and awkwardly trying to connect with his kids. Oliver had long since reached the point where he really couldn't care less what his relationship with his father was like, but Thea was appreciating the effort.

Oliver and Robert managed to go nearly a week before dissolving into one of their fights.

It started out with a passing comment about Harvard and quickly escalated into a full-blown row. Thea let them be, retiring to her room to put in headphones and try to block out the yelling. She'd been doing that for years.

Oliver could remember a time when he was afraid of his father. He would cringe away when he was angry, take his word as law, and do everything in his power to please him. But not anymore. Not for a long time.

These days he gave as good as he got, because any fear or respect he'd ever had for Robert had long since melted away.

"Every Queen man goes Harvard. That's what we do. We go to Harvard, we study law or economics or classics and then we step into the family business just as our fathers did before us. And you will be no different. You will honor your legacy Oliver." Robert yelled, starting the age-old argument they'd had many times before.

Oliver gritted his teeth and squeezed his eyes shut, his hands bunching into fists at his sides.

"So that's just it then? I get no say in where I go to school? No say in what I study? No say in the rest of my fucking life?" He spat, bitterness coloring his tone.

"Watch your language boy."

Oliver snorted. The man who cheated, lied and embezzled, to name a few of his crimes, berating him for cursing was more than slightly ironic.

"I am not a boy. Not anymore. You can't intimidate me and bully me into doing what you want any more ___Robert_." He drew himself up to his full height, which was a clear two inches taller than his father.

"I've tried to do this the easy way Oliver. I've tried not to be your enemy but you continue to give me no choice. So I won't give you one. You will go to Harvard and study whatever the hell I tell you to study, or you can kiss your trust fund good bye." His tone was brittle and final and his eyes were empty as he delivered his ultimatum.

Oliver's eyes widened in surprise.

"What?"

"Give up the fight now son. Enjoy the rest of your summer, and in the autumn you'll take your rightful place at my alma mater."

Oliver felt like he was suffocating as he stared at the cold expression on Robert's face. He didn't want his whole life mapped out already. He wanted to ___live, _he wanted to explore, discover what he really wanted to do.

Not just follow in his father's footsteps; a company that took up ninety percent of his time, a soon to be ex-wife he couldn't stand, and children he barely knew. That wasn't what Oliver wanted.

As he pictured the future he was being forced into, his chest grew tight as his lungs burned with the onset of a panic attack. He turned and strode out of the room before Robert could object. He needed to get away. He needed to breathe.

He stormed out of the house and slammed the front door behind him, gratified when it crashed loudly against the frame. His anger was quickly being replaced with pure panic and he took off down the beach before he could really think through what he was doing. ___He just had to get away_. Away from his father and his games and his threats and away from Thea and her confusion and her hurt and just away from it all.

He ran across the sand, letting the exercise burn off some of his anger. He knew it had been a bad idea to come on this trip, he and his father hadn't seen eye to eye for years. It wasn't that he'd ever done anything particularly terrible, he hadn't. Well not to his kids at least. He'd never been faithful to Moira and had done little to hide that fact from Oliver and Thea. He'd spent most of Oliver's childhood in the office or away on business trips, popping in every now and then to voice his disappointment in everything Oliver ever did. As a result, he'd reacted by acting out even more, purposefully failing classes and starting fights just to see the reaction he'd get.

As he got older he stopped caring what his father thought at all, and started just living for himself. Well, Thea too. He could never bring himself to do anything that would hurt his sister.

At the end of the summer he'd be going to Harvard, in the wake of a very generous donation. And the simple thought of it made him want to be sick.

He'd only been allowed to take his year out to travel with Tommy after he threatened to run away to Vegas, marry the first stripper he saw and go to a community college within walking distance of The Strip. Robert had decided not to call his bluff on that one.

But clearly he'd had enough. Because he knew he'd won. Oliver could never turn his back on his money, he wouldn't know what to do with himself. He'd grown up rich, and he'd lived rich his whole life.

He ran until his feet began to hurt.

He sat down in the sand and fell back, lying down so all he could see was the vast expanse of starry sky above him.

He closed his eyes and let the soft sound of the waves calm him. Letting himself, for a short while, allow the suffocating feeling that clawed at his throat to dissipate. The air tasted salty and fresh and the night was balmy and warm, it was a small, rare moment of peace.

He wasn't sure how long he lay there before he felt the air shift above him and he had the sudden sense of being watched.

He snapped his eyes open and blinked in surprise when all he could see was a girl's face peering down at him. She gave a small shriek when his eyes opened and quickly stumbled backwards.

"Oh thank God! I thought you were dead." She exclaimed, righting herself just before she fell onto the sand. She frowned and looked at him quizzically. "You are alive right? That wasn't just a post-mortem spasm or something? Although I've never read about those causing the eyes to open. That would be pretty cool though! Talk about zombie horror…" She stopped herself and looked down, counting backwards from three under her breath. "Sorry." She mumbled, heat rising to her cheeks.

Oliver sat up and took in the sight in front of him. She was beautiful, this babbling creature before him, she had long blonde hair that curled prettily over her bare shoulders, and blue eyes that stood out even in the moonlight. Her skin seemed almost luminescent in the dusk and her jean shorts did nothing to hide the fact that her legs seemed to go on for miles.

He realized after a second that he still hadn't said anything and was probably freaking her out, ogling her like that. He cleared his throat and smiled quickly.

"Well I'm definitely alive!" He said, cringing at his lameness a second later. She didn't seem to mind though, returning his smile with a bright flash of perfect white teeth.

"That's a relief! There was a murder on this very beach in 1987. People still talk about it to this day. Some kids found the body. Plastic bag over the head… It was awful." She trailed off again and pressed her lips together. "Well since you're not dead… Are you okay?" She asked, her voice soft and sweet as her brows pulled together in concern.

She was adorable. Oliver didn't think he'd ever used that word to describe a girl, even in his head. But as he watched her wring her hands together and chew on her lower lip he couldn't help the smile that crept across his face, because she really was ___adorable_.

"I'm fine. Sorry if I scared you." He said finally.

She shrugged slightly, folding her legs under her and joining him where he was seated on the sand.

"It's okay. This is a great place to come and think. I think I've made all of my big life choices on this beach."

He quirked an eyebrow at her.

"___All_ your life choices? Aren't you a little young to be making those?" He asked, a teasing lilt to his voice. He felt comfortable with her, a complete stranger who'd so trustingly started chatting to him on a dark beach at night.

She rolled her eyes.

"I'm seventeen. I have all sorts of big decisions to make, thank you very much." She grinned. "What about you? What's got you exiling yourself to the sand?"

"Exiling myself to the sand?"

She lifted an eyebrow as though daring him to challenge it.

He wasn't sure why he told her. Maybe it was ___because_ he didn't know her. Or maybe it was because the second he'd opened his eyes to see her beautiful face staring down at his, he'd felt at ease. Peaceful. Like he could spill his guts and make a complete fool of himself and it wouldn't even matter. Which was ridiculous because he literally ___just_ met this girl and for all he knew she could be the last person in the world he should be telling his secrets to.

So really, when he opened his mouth and the words just fell out, he was almost as surprised as she looked.

"Everything just got to be too much, you know? My dad's got my whole future planned out for me. College, career… I don't get any input in any of it. I just felt like I was suffocating… I had to get out of there and just… breathe for a bit, I guess."

She nodded, her eyes wide and understanding. But she didn't pry for more details.

"That sucks." She said simply, giving him a soft smile.

He returned it easily, a weight lifting from his chest.

"Yeah."

She lay back on the sand, resting her hands on her stomach and staring up at the starry sky above. He joined her, lying down beside her and looking up at the vast expanse of space above them.

"My mom used to bring me out here whenever I was sad about anything. She'd say that there was nothing more humbling than looking up at the stars. It puts everything in perspective for a moment, giving you a break from whatever worldly problem is wearing you down, even if only for a minute." She whispered.

He focused on the billions of tiny pinpricks of light, marveling at their abundance. It was beautiful, now that he was really looking. The whole scene was beautiful. The beach, empty of all but them, the sky, inky blue decorated with millions of twinkling stars and the moon shedding it's milky light over the calm sea, illuminating the face of the beautiful girl beside him. He turned his head to look at her, noting the slightly rapturous look she had on as she gazed up into the night.

He stretched his hand across his body until it hovered beside her, palm open.

"I'm Oliver." He said quietly.

She turned to look at him, her eyes shiny and full of life, her cheeks tinged pink and her lips pulling up at the corners.

"Felicity." She replied, fitting her small hand against his much larger one.

He squeezed it gently, his thumb absently brushing against her knuckles before he let go.

"Nice to meet you." He murmured, barely above a whisper, trying to ignore the way his hand was tingling where her skin had touched his.

"Nice to meet you too." She smiled, before turning her eyes back to the stars.

He wasn't sure how long they lay there, sharing the night in a comfortable, companionable silence, but by the time the slight chill began to get to him and his eyes began to feel heavy, the stress and panic he'd felt before had all but disappeared.

He felt calm and relaxed, like that feeling you get after a massage or a really good night's sleep.

He didn't want to move. He wanted to stay there, lying on the beach beside this beautiful enigma he'd managed to stumble across, or vice versa as the case my be. But Thea would be worried about him and he knew that it was time to go home. Back to reality.

He sat up slowly, stretching his arms above his head. He looked back down at felicity to see her watching him with a unreadable look in her eyes, she quickly averted her gaze before joining suit and pulling herself up off the sand.

"I should head home." She said quietly, gesturing vaguely behind her.

He nodded, standing up as well. He hadn't noticed their height difference when they were seated, but he had nearly a foot on her now, and it seemed to make her all the more precious.

He found himself not wanting to say goodbye, and stalled, searching for a reason to prolong his time with her.

"I'll walk you home." He decided, hoping she'd agree.

She hesitated for a second, turning to look over her shoulder back the way he assumed she'd come.

"I just want to make sure you get back safe, it's late." He explained, watching her silent debate.

She nodded finally and gestured with her head for him to follow. He quickly fell into step beside her as they walked up the beach.

"Do you live here full time then? You don't seem like a holiday-maker."

She snorted.

"And I thought we were the ones who could spot the townies a mile off. It turns out it works both ways." She said lightly.

He chuckled, enjoying her easy banter.

"Born and raised." She gestured around them. "This has been my backyard since I was old enough to walk."

He smiled at the thought, wondering what life would be like growing up out here in the middle of nowhere with nothing but the sand and the sea, the small town and the seasonal tourists. It sounded peaceful, comfortable.

"Sounds nice."

"It is. But I can't wait to get out of here to be honest. I mean, it's beautiful and I love it, of course. But I want to go… see the world I guess." She shrugged, her flip-flops scuffing the sand as she walked.

He nodded in understanding. "I'm sure you will someday." He replied gently.

She nodded and smiled brightly. "We'll see."

It didn't take long before a lone house set back in the dunes drew into sight. It was small and old, but beautiful in it's own way. Almost idyllic. There was a veranda and a porch swing, screen doors and big windows. The pale mint green paint was peeling but the windows shone a cozy orange through the gauzy curtains and the place emanated a sense of safety and warmth.

"Home sweet home." She announced, echoing his thoughts.

He walked her to the front steps, where they stood facing each other, neither saying anything for a second, just taking in the sight before them.

Oliver finally broke the silence, clearing his throat and trying to ignore the slight nervousness that had settled in his stomach.

"Will I ever see you again?" He asked, surprised to find just how much he wanted to.

Her eyes met his, blue on blue, her gaze steady and strong, wide and innocent and all together captivating.

She twisted her lips into what could only be described as a coy smile before replying softly.

"I don't know. Will you?"

He bit back the grin that threatened to spread across his face and his eyes twinkled as he looked down at her.

"I think I will." He whispered.

She nodded, giving him one last smile before turning to walk up the steps. She paused at the door and turned to look at him once again before finally disappearing inside.

He walked slowly back along the beach, a smile on his face at the idea that perhaps, the summer could be better than he'd thought.

* * *

_**Please do let me know what you think! It's been a while since I tackled a proper multi-chapter fic!**_


	2. of carnivals and cotton candy

Notes:

I originally saw this story in photographs in my mind. Like evocative snapshots of a kind of idyllic summer love. So that's sort of how I've written it. I hope. lol

* * *

_Time stops as we move closer_

_The sun drops into the water_

_Now I, I'm falling into summer love_

* * *

Felicity was his last thought before he went to sleep and his first when he woke up the next morning.

He tried to distract himself with Thea and the plans she was making for the rest of their stay, but his mind kept wondering to the petite blonde who'd made him feel more at peace than he had in months.

He nearly talked himself out of it countless times, but eventually found himself walking back along the beach looking for her house at nine in the morning.

He'd planned on waiting a couple of days before he found her again, but his will power held out for all of two hours.

He was sort of enchanted by her, by the memory of her soft voice and creamy skin and bright eyes. He'd wondered a couple of times whether he'd dreamed the whole thing up, it seemed too unlikely by daylight.

But the house was still there, looking slightly more rundown in the sun than it had by moon, but still sweet and homey. He stood just out of sight of the windows for a few minutes trying to figure out what he was going to say, what he was going to do, why he was there.

He'd just about convinced himself to turn around and come back at a more respectable hour, when the screen door swung open and she stepped out onto the veranda.

She was wearing a pair of denim shorts and a pink sleeveless top, her hair was dancing around her shoulders and she held a mug in her hands. She padded across the wooden slats on bare feet before she hoisted herself up onto the rail and sat with her feet dangling over the edge. The wind whipped her hair around her face and she tucked it behind her ear before taking a sip of her drink, gazing out at the ocean ahead. She was even more beautiful than he remembered.

Oliver began to feel creepy standing watching her, and before he could once again second guess himself he walked forwards, his hands shoved deep in pockets and a sheepish smile on his face.

She didn't notice him as he approached her, she was so lost in thought. She startled when she finally saw him, and would have toppled backwards off the rail if Oliver hadn't darted forwards quickly and grabbed her legs. He righted her, and his hands hovered over her for a second, checking she had her balance before he stepped back.

"Sorry. I didn't mean to scare you. Again." He chuckled.

She flushed slightly and tucked a non-existent strand of hair behind her ear; maybe it was a nervous tick.

"No I was just…in another world I guess." She smiled. "I didn't expect to see you again so soon. Or ever really."

"Well I don't know anyone here, except my baby sister and my dad but I think there's only so much family time I can take before I go stir-crazy. So I thought I'd come and see if you wanted to show a company-deprived holidaymaker around." He grinned, turning on the Oliver Queen charm full force, but he could tell by the narrowing of her eyes that she wasn't buying it. That was a first.

The truth was, he just didn't really know how to react to her. Her smile and her hair and her everything were making him feel something he wasn't sure he could name. So he went to his fall back position. When he liked a girl, he charmed the pants off her (literally) and then he was usually cured of the liking problem, and he moved on to the next one. But with this one, it felt different. He wanted to sleep with her of course, she was beautiful, all tiny and soft and curvy. But he also just wanted to get to know _her. _He wanted to sit down and just talk to her like they had the night before, he wanted to learn everything about her and tell her everything about him. And it was seriously throwing him for a loop.

The corners of her mouth curled up sweetly and her eyes shone as she looked down at him. He grinned back and the silence that stretched between them was anything but uncomfortable.

"I have to get to work soon. But there's a carnival on the pier this evening. You could come if you wanted?" She asked, looking slightly apprehensive.

"I think my sister mentioned that. It's some kind of themed thing right?"

"Well they say that every year, but the theme is basically 'thank-god-summer's-here-let's-get-really-drunk'! It's a lot of fun though. You could bring your sister, I can show you the safe places to eat."

"The safe places to eat?"

"Oh yeah, these traveling food trucks come through selling shrimp that was probably caught the year before. Like fifty percent of people get food poisoning every year."

"Wow okay. I think we'll definitely be in need of your supervision in that case."

"You'll come?"

"Yes."

She grinned happily at him and he couldn't help but think that it was a little like looking into the sun.

"Okay, I usually hang around at the merry-go-round because my friend Tanya's mom runs it and gives us free rides, shall we meet there?"

"Merry-go-round. Around six?"

"Sounds perfect."

She caught sight of her watch then and let out a squeak of shock.

"Crap! I'm late for work." She hopped off the railing and opened the front door, leaning through just enough to grab a bag off a coat rack just inside. She slung it over her shoulder and raced past him to where he could see a pink bicycle lying down in the narrow driveway to the side of her house.

"Sorry I have to run. I'll see you tonight!" She called, turning to look at him over her shoulder and give him a shy smile.

He nodded, slightly mesmerized by the way her long hair bounced against her back as she ran.

"See you tonight." He repeated, smiling to himself as he watched her quickly right the bike and climb on, racing down the drive with a quick wave over her shoulder which had her swerving dangerously.

He was still smiling when he set off on the short walk back to the summerhouse.

* * *

"What's that look?" Thea eyed him quizzically over the top of her book as he walked onto the large patio at the back of the house. She was lounging on a sun-bed wearing an oversized hat and a bikini that she really should not be allowed to wear for another five…or twenty years.

"What look?" He asked, making a mental note to make sure she covered up before they went out in the evening. His sister was turning out really quite beautiful, and while it was destined to give him an embolism one day, this would not be that day.

"You're smiling?" She asked, sounding suspicious.

"What? I smile all the time!" He defended.

"Not like that. You look kind of dazed, like you just-" she paused for a second, her eyes narrowing to slits as she regarded him. "Did you meet a girl?" She shrieked, hurting his ears.

"Ouch, Speedy!" He exclaimed, rolling his eyes before collapsing back into the lounger next to hers.

"I may have met a girl." He admitted after a second, the corner of his mouth lifting up without his permission.

She sat up quickly and crossed her legs, turning to watch him eagerly.

"And you actually like her don't you! You never get that look about your gaggles of bimbos." She squealed, her hands flailing about in excitement as she spoke.

"Hey! They're not bimbos."

She raised an eyebrow and he sighed theatrically, closing his eyes.

"Yeah okay. I think I might actually like this one." There was that smile again. He couldn't even think of that damn girl without grinning like a fool. It was embarrassing.

"And she's not a bimbo?" Thea was still watching him, her eyes dancing with excitement. He wondered vaguely if he should be worried about how invested she seemed to be in his love life.

"No she's not."

Thea squealed, literally squealed, and scooted closer to him, practically bouncing with energy.

"So how did you meet her? What's she like? Are you going to see her again?"

"Slow down Speedy." He laughed, amused as her tween tendencies made themselves known. "I met her last night. I don't know her very well yet, but she's pretty cool actually. Beautiful and smart... Probably too young for me though." He trailed off with a frown as the thought hit him, he would be twenty in a couple of months and for all he knew she might have _just_ turned seventeen.

Ever since he'd turned eighteen he'd been meticulously careful about staying away from minors, having witnessed firsthand the trouble that whole situation could land you in. One of his buddies had gotten into a mess a while back and it had taken a very large chunk of his father's money to get him out of it.

"Ollie!" Thea snapped her fingers by his face and he sighed, shifting his attention back to his sister. "How old is she?" She asked.

"Seventeen."

She laughed, sounding relieved, and waved a hand carelessly in the air.

"That's only two years younger than you! That's barely anything. And here I was all worried she was gonna be like my age or something!"

He cringed at the thought and shook his head. "Nearly three. And that's not the point, she's a minor and I'm an adult. That's illegal even if it's only two years Thea."

"Oh who cares? You've got the mental age of a child anyway, so it evens out." She snarked, sticking her tongue out at him.

"Thanks." He drawled, grabbing her sunglasses off her head and tossing them into the pool in retaliation. She smacked his shoulder, but her expression was serious when she spoke next.

"Look, I know tons of couples who are like a gazillion years apart and it's totally okay. If you like her, which you do, then go for it! No one's going to arrest you for dating a seventeen year old, Ollie." She said softly.

He smiled at her.

"She invited us to the carnival in town tonight. If you want to come?" He asked, watching as her face lit up.

"I'm there!"

* * *

He caught sight of her through a gap in the crowd. She was sitting on the steps leading up to the carousel, a stick of pink cotton candy in her hand, chatting to a dark haired girl who was helping a little kid climb up onto one of the brightly colored wooden horses on the ride.

She laughed at something her friend said, the soft sound reaching his ears across the distance between them and making his chest lurch.

He was so screwed.

Thea noticed that his attention had shifted and followed his line of sight.

"Is that her?" She asked, her eyes narrowing as she gave the girl a once over.

"Yeah, that's her." Oliver nodded, not taking his eyes off of her.

"She's very pretty." Thea observed, a grin creeping across her face. "You love her!" She teased jabbing her brother in the ribs.

"Shut up Thea." He shoved her away gently and glared at her.

"Well? Aren't we going to go say hi? Or are you too scared?" She asked, ignoring the look he was giving her.

Sighing in exasperation, he drew her closer to him as they navigated through the gaggles of people. Felicity spotted him pretty quickly and jumped up with a smile. She leaned over and whispered something to her friend who rolled her eyes and disappeared into the center of the carousel to start the ride. The tinkling music filled his ears just as they reached her.

"Hey." She said, her voice soft and breathy.

"Hey." He replied, gazing at her for a second. Every time he saw her he was taken aback by just how much he liked her. It was quickly becoming an infatuation. "Felicity, this is my sister Thea, Thea this is Felicity." He introduced them, gesturing awkwardly between the two.

Felicity smiled warmly and reached out a hand, which Thea quickly shook.

"I've heard a lot about you." She said, grinning up at Oliver.

He clenched his teeth and glared back at his sister.

Felicity blushed, color rising to her cheeks and making his stomach do that funny swooping thing again.

"Felicity has promised to find us food that won't kill us. Apparently that's quite a feat at this thing." He said, distracting Thea before she could say anything else.

It worked like a charm.

"Awesome! I'm starved. Ollie's been hogging all the food in the house. As usual."

He rolled his eyes and opened his mouth to object when the sweet sound of Felicity's light laughter filled his ears again and he pretty much forgot what they were even talking about.

"Here, have this." She held out her cotton candy to Thea who brightened instantly.

"Are you sure?" She asked.

"Yeah it's my second. Anymore sugar and I won't sleep for a week." She thrust the stick into Thea's hands who grinned and instantly took a huge bite of the fluffy treat.

"I like her." She said around a mouthful of pink candy.

* * *

Felicity took them to a brightly decorated diner just next to the pier and they ordered their burgers to go.

They took them to the very end of the pier where there was just a low wooden fence between them and the sea beyond. The music from the carnival tinkled pleasantly in the background, accompanied by the soft sounds of the ocean.

They sat down at the edge, legs dangling over the side, fitting beneath the fence and arms resting on top of it. Conversation was light and easy and Oliver watched with a smile as the girls laughed, cracking jokes and chatting about movies. Most of it went over his head but he was more than happy to just observe the joy on his sister's face, and listen to the sweet laughter of the girl who put it there.

The gentle wind blew her hair around prettily and Oliver was sure he paid a lot more attention to her than he did his burger.

When they'd finished, they strolled back through the festivities, Felicity offering up little tidbits of local knowledge every now and then, and Thea cooing over how cute it all was.

Occasionally Felicity would brush against him as they walked, or her hair would lift in the breeze, filling his nose with the scent of her lavender shampoo, and he'd be overwhelmed with the desire to touch her, kiss her. She was perfect. Refreshingly honest with her propensity to babble aimlessly, and the way her cheeks flushed with color whenever she said something she hadn't meant to say. She was light and sunny and happy and so, so beautiful. And his eyes kept drifting to her pink lips as she chattered away, wondering what they'd feel like pressed against his.

He was snapped out of his quickly snowballing thoughts, by a shout from nearby. He looked up, drawing his brows together in a frown as someone yelled Felicity's name. She sighed audibly and he quickly sought out the owner of the voice. A group of boys probably around Felicity's age, were sitting on a wall nearby drinking beer.

"Hey! Felicity! You hanging out with the rich kids now?" One of them called, a sneer on his face as he eyed Oliver.

"Just ignore them." Felicity said, rolling her eyes.

She grabbed his arm and started to lead them away, but the kid's yells still reached their ears as they walked.

"Rule number one of being a piss poor native? Stay the fuck away from the seasonals."

"What is their problem?" Thea asked, glaring back in their direction.

"They've got big giant chips on their shoulders. Don't worry about it." Felicity said calmly, squeezing Thea's arm reassuringly.

"You got yourself a rich boyfriend Felicity? What are you too good for us now?"

Oliver grit his teeth and watched felicity's reaction to the taunts, her face was impassive. He must have made a sound because she turned to look at him, an apology written in her eyes.

"I'm so sorry. They're just jerks who go to my school. Some of the kids round here kind of have a bit of a vendetta against the summer kids. They're just jealous really…"

"And you?" He asked, wondering exactly how she viewed his obvious money and their difference in social standing. He didn't think it mattered, but it hadn't really occurred to him that it might make her uncomfortable.

Felicity chuckled lightly and shrugged.

"Well your watch _is_ worth more than my house, but I don't grade on those kind of scales, and right now you guys aren't the ones who are being stuck up – assholes!" She yelled the last word towards the group of teenagers who jeered in response.

He smiled at her answer and breathed a sigh of relief as they finally got lost in the crowd and were out of shouting range from the group.

"You okay?" Felicity asked, turning to Thea with concerned eyes. Oliver's chest squeezed again at the simple gesture and he internally rolled his eyes at himself, he really needed to get a handle on this.

"Yeah it's cool. People are jerks." Thea said lightly, shrugging as she brushed off the encounter and looked around, easily distracted by her surroundings. "Ooh!" She pointed at row of carnival game booths and grabbed Oliver's hand dragging him behind her as she marched through the crowd. He turned to give Felicity a helpless look and she laughed, grabbing his other hand so they didn't get separated amongst the throngs of people. The simple touch of her skin against his sent a shiver of anticipation and lust down his spine. He held her hand a little tighter, relishing in how small it was within his, how soft, how fragile.

"Ollie it's tradition. You have to!"

Thea was shouting something at him, waving a bunch of little beanbags in his face. He raised his eyebrows and looked down at her, forcing himself to focus on what she was saying instead of all the things he wanted to be doing to Felicity in that moment.

"You have to win us some prizes. Come on!"

He sighed and reluctantly let go of Felicity's hand to take the beanbags his sister was shoving at him. He approached the booth and eyed the various stuffed animals sitting precariously on sticks, he chose a pink puppy for Thea, throwing the bag and easily making his mark, knocking the soft toy to the floor. The girls cheered behind him and the vendor passed him his prize. He handed it to Thea who squealed excitedly, forgetting to be cool for a second and suddenly looking like the little girl she used to be. He grinned at her reaction, ruffling her hair affectionately.

Looking back at the selection behind the stall he considered which one to get Felicity. He glanced back at her, his eyes falling to her shoes. Grinning he turned around and threw the beanbag at a cute little panda towards the back.

Handing it to her a second later, and watching her eyes light up as she realized that he'd noticed the pandas on her shoes, was pretty much his favorite part of the evening. She hugged the toy to her chest and whispered a soft, thanks, her eyes warm. They gazed at each other for a moment longer before Thea interrupted, clearing her throat loudly, a knowing, and slightly proud, look on her face.

* * *

They wandered around for a little while longer before Thea started to lag and Oliver realized it was probably time to go home. Felicity seemed to come to the same conclusion, glancing at her watch and frowning at the time.

"Wow, time went fast." She mumbled. "I should head back."

Oliver nodded and glanced out at the darkness beyond the lights of the pier.

"We'll walk you home. It's late." He said firmly, but she waved him off.

"I'll be fine. I've got my bike anyway." She gestured back towards the rails along the pier where dozens of bikes were chained.

"Are you sure? It's really dark." Oliver said, looking at her with concern. The idea of her going the half-mile back to her house alone at this time of night unsettled him. Another thing he wasn't used to. While he'd never been the sort of guy to stand by while a woman was in trouble, he'd never been the sort to worry about someone endlessly either. His overprotective instinct seemed to only extend to Thea. And now Felicity apparently.

"You're really sweet." She blurted out, blushing instantly and biting her lip. "Sorry. That just kind of came out. I just meant that not a lot of guys bother with that kind of thing anymore, and it was very sweet of you to offer. But I'll be fine. I walk around here after dark all the time and I've never had any trouble."

He didn't comment on her slip, filing it away for later, along with the mental image of her biting her lip. Because that was enough to make him lightheaded.

But he still hesitated about not insisting on accompanying her, and she sighed, rolling her eyes good-naturedly.

"Seriously, don't worry! This is like the safest corner of the whole country." She assured him.

"What about that murder twenty-five years ago? You said it was never solved." He pointed out, only half kidding, and she laughed in response.

"I'll be on the look out for old people with plastic bags then."

He chuckled lightly, knowing the battle was lost.

"I had fun tonight. Thanks for saving us from E. coli!" He smiled, resisting the urge to lean forward and tuck a loose strand of hair behind her ear.

"Anytime."

He paused, his eyes drifting over her face, the bright blue of her eyes, the gentle curve of her nose, those lips. He cleared his throat and took a step back. He wasn't going to kiss her with Thea standing right there, looking on with amusement.

Felicity smiled, gave Thea a light hug and told her to call her if she ever needed anything. He hadn't even realized they'd exchanged numbers. Then she stepped over to him and before he knew what was happening, she'd risen onto her tiptoes and wrapped her arms around his neck. He almost groaned at the feel of her body against his, but it was over far too soon, she stepped back, looking a little flushed and gave him a shy smile.

"Thanks for the panda." She said softly

He nodded and opened his mouth to reply when Thea grabbed his hand started to pull him away.

"Come on. You're embarrassing me." She teased, waving at Felicity over her shoulder.

"I'll see you soon, Felicity." He said, walking backwards, with his eyes still fixed on the smiling blonde.

"Okay."

And then she was waving quickly and turning away, disappearing into the crowd.

He sighed and turned back to walk alongside Thea, his hand shoved in his pocket and his eyes fixed on the wooden slats of the pier. It felt colder without her there.

"So. Felicity." Thea started, the second she was out of earshot.

Oliver looked at her, raising an eyebrow.

"What about her?"

"She's awesome." Thea grinned, linking her arm through his as they began to walk back to the summerhouse.

"She really is." He agreed. He was past the point of denying how much he liked her.

"Do you want her to be your girlfriend?" Thea asked, poking his side playfully, grinning all too knowingly up at him.

"We're only here for two months. It's probably a bad idea to get too attached." He murmured, more for appearances sake than anything else. At this point he was already attached. He just wasn't sure what to do about it.

"So that's a yes then?" Thea prompted, arching an eyebrow.

"Yeah." He shrugged, and looked down to hide the smile that crossed his face at the thought.

"Ollie you are so smitten! You should see the look on your face right now! Seriously."

"I don't know, there's just something different with her… I keep on getting this feeling in my chest when I think about her or look at her and… I don't think I've ever had that with anyone else. I'm just assuming it's good."

Thea looked up at him with wide eyes.

"Holy crap! You love her!"

"I don't love her Thea, I've known her for twenty four hours." He sighed, turning to frown at her.

"But you think you could love her?" She prodded, ignoring his stoic look.

"It doesn't really matter, we won't be here long enough for me to know." He knew it was a bad idea for him to go down that road with Felicity. He'd thought that maybe she'd be a fun, summer fling or something, he wasn't expecting to like her _that _much. But he did, and he didn't know what the hell to do about it.

"God you are so depressing. Look, I know my advice probably won't mean much to you, but I'm going to give it anyway." Thea stopped in front of him, forcing him to look at her as she spoke. "Just take each day as it comes, okay? Call her, hang out with her, _kiss her._" She giggled and elbowed him. "Maybe by the end of the summer it will have fizzled out anyway. Or maybe not, and then you can cross that bridge when you get to it. But I think it would be a waste to not do anything. She's pretty amazing, and you'd regret it Ollie."

Oliver stared down at her, slightly awed at her speech. She was such a mixture of little-girl and wise-beyond-her-years that it was hard for him to keep up sometimes.

"When did you get to be so wise?" He asked, pulling her into his side and tucking her under his arm as they started walking again.

"I got all the good genes."

Her laughter was loud and contagious as he tickled her side, and he couldn't help but join in, letting his worries and reservations go, and just enjoying the moment. It was summer, it was warm, his sister was happy, he had a tummy full of delicious food, and he had warm fluttery feelings about a pretty girl.

He had lots of things to be happy about.

* * *

_**Let me know what you think. :)**_


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